<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) October 28, 2000
----------------------------
River Holding Corp.
-----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Delaware 333-56135 95-4674065
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
-----------------------------------------------------------------------------------------------------
599 Lexington Avenue, 18th Floor, New York, New York 10012
-------------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 958-2555
--------------------------------------------------
Not applicable
------------------------------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
</TABLE>
<PAGE>
Item 2. Acquisition or Disposition of Assets.
(a) On October 28, 2000, the Registrant's wholly-owned subsidiary,
Hudson Respiratory Care Inc. ("Hudson RCI"), completed the acquisition from Tyco
Healthcare Group LP, a Delaware limited partnership ("Seller"), of the business
and certain assets of the Sheridan product line of endotracheal tubes and
related accessories (the "Assets"), pursuant to the terms of an Asset Purchase
Agreement dated as of September 18, 2000, by and between the Seller and Hudson
RCI. In consideration for the Assets (the "Acquisition"), Hudson RCI provided
the Seller $18.0 million in cash and assumed certain liabilities.
The Acquisition was funded with (i) equity financing in the amount of
$6.0 million, and (ii) borrowings in the amount of $12.0 million under existing
credit facilities provided by a group of banks, with Bankers Trust Company as
administrative agent.
The Acquisition purchase price was reached through arm's length
bargaining among the parties. Prior to the Acquisition, there was no other
material relationship between the Seller and the Registrant or Hudson RCI, or
any of their affiliates, or any director, officer or shareholder or associate of
the foregoing.
(b) Following the Acquisition, Hudson RCI intends to continue the
operations relating to the Assets in the same manner as conducted prior to the
Acquisition.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
The financial statements of the Seller required to be filed as part of
this Report will be provided by amendment within 60 days from the date of this
Report.
(b) Pro forma financial information.
The pro forma financial statements required to be filed as part of
this Report will be provided by amendment within 60 days from the date of this
Report.
1
<PAGE>
<TABLE>
<CAPTION>
(c) Exhibits.
<S> <C>
2.1(1) Asset Purchase Agreement by and between Hudson RCI and the Seller,
dated September 18, 2000.
2.2(1) Amendment to Asset Purchase Agreement by and between Hudson RCI and
the Seller, dated September 27, 2000.
2.3(1) Amendment No. 2 to Asset Purchase Agreement by and between Hudson
RCI and the Seller, dated October 28, 2000.
</TABLE>
(1) Incorporated by reference to the exhibit designated by the same
number in the Form 8-K filed by Hudson RCI on November 13, 2000
(File No. 333-56097).
2
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 13, 2000
RIVER HOLDING CORP.,
a Delaware corporation
By: /s/ Jay R. Ogram
---------------------
Jay R. Ogram
Chief Financial Officer
3
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2.1 (1) Asset Purchase Agreement by and between Hudson RCI and the
Seller, dated September 18, 2000.
2.2 (1) Amendment to Asset Purchase Agreement by and between Hudson
RCI and the Seller, dated September 27, 2000.
2.3 (1) Amendment No. 2 to Asset Purchase Agreement by and between
Hudson RCI and the Seller, dated October 28, 2000.
----------------
(1) Incorporated by reference to the exhibit designated by the same number
in the Form 8-K filed by Hudson RCI on November 13, 2000 (File No.
333-56097).
